[Federal Register Volume 88, Number 40 (Wednesday, March 1, 2023)]
[Notices]
[Pages 13003-13004]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-04134]


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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 34841; File No. 812-15411]


Tidal Trust II, et al.

February 23, 2023.
AGENCY: Securities and Exchange Commission (``Commission'' or ``SEC'').

ACTION: Notice.

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    Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (the ``Act'') for an exemption from sections 
2(a)(32), 5(a)(1) and 22(d) of the Act and rule 22c-1 under the Act and 
under sections 6(c) and 17(b) of the Act for an exemption from sections 
17(a)(1) and 17(a)(2) of the Act.

Summary of Application:  Applicants request an order (``Order'') that 
permits: (a) ActiveShares ETFs (as described in the Reference Order (as 
defined below)) to issue shares (``Shares'') redeemable in large 
aggregations only (``creation units''); (b) secondary market 
transactions in Shares to occur at negotiated market prices rather than 
at net asset value; and (c) certain affiliated persons of an 
ActiveShares ETF to deposit securities into, and receive securities 
from, the ActiveShares ETF in connection with the purchase and 
redemption of creation units. The relief in the Order would incorporate 
by reference terms and conditions of the same relief of a previous 
order granting the same relief sought by applicants, as

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that order may be amended from time to time (``Reference Order'').\1\
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    \1\ Precidian ETFs Trust, et al., Investment Company Act Rel. 
Nos. 33440 (April 8, 2019) (notice) and 33477 (May 20, 2019) 
(order).

Applicants:  Tidal Trust II, Toroso Investments, LLC, Foreside Fund 
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Services, LLC.

Filing Dates:  The application was filed on November 28, 2022, and 
amended on January 26, 2023.

Hearing or Notification of Hearing:  An order granting the requested 
relief will be issued unless the Commission orders a hearing. 
Interested persons may request a hearing on any application by emailing 
the Commission's Secretary at [email protected] and serving 
applicants with a copy of the request by email, if an email address is 
listed for the relevant applicant below, or personally or by mail, if a 
physical address is listed for the relevant applicant below. Hearing 
requests should be received by the Commission by 5:30 p.m. on March 20, 
2023, and should be accompanied by proof of service on applicants, in 
the form of an affidavit or, for lawyers, a certificate of service. 
Pursuant to rule 0-5 under the Act, hearing requests should state the 
nature of the writer's interest, any facts bearing upon the 
desirability of a hearing on the matter, the reason for the request, 
and the issues contested. Persons who wish to be notified of a hearing 
may request notification by emailing the Commission's Secretary.

ADDRESSES:  The Commission: [email protected]. Applicants: Eric 
W. Falkeis, Tidal Trust II, [email protected]; Michael Pellegrino, 
Toroso Investments, LLC, [email protected]; Teresa Cowan, 
Foreside Fund Services, LLC, [email protected]; Domenick 
Pugliese, Sullivan & Worcester LLP, [email protected].

FOR FURTHER INFORMATION CONTACT:  Deepak T. Pai, Senior Counsel, or 
Daniele Marchesani, Assistant Chief Counsel, at (202) 551-6825 
(Division of Investment Management, Chief Counsel's Office).

SUPPLEMENTARY INFORMATION:  For applicants' representations, legal 
analysis, and conditions, please refer to applicants' amended 
application, dated January 26, 2023, which may be obtained via the 
Commission's website by searching for the file number at the top of 
this document, or for an Applicant using the Company name search field, 
on the SEC's EDGAR system. The SEC's EDGAR system may be searched at 
https://www.sec.gov/edgar/searchedgar/legacy/companysearch.html. You 
may also call the SEC's Public Reference Room at (202) 551-8090.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Sherry R. Haywood,
Assistant Secretary.
[FR Doc. 2023-04134 Filed 2-28-23; 8:45 am]
BILLING CODE 8011-01-P


